The tablett’ membership agreement

tablett' Pharmacy Membership Agreement

The pharmacy stays an independent business on its own licence; tablett' supplies it, runs the software and brings customers, and both follow the rules below.

Parties. [tablett' legal entity name], [registered address], CIN [...], GSTIN [...] ("tablett'") and [Pharmacy name], a retail chemist holding Drug Licence Forms 20B/21B no. [Drug licence no.], GSTIN [GSTIN], owned by [Owner's name] ("the Pharmacy").

1. Term

1. Starts on the date the owner signs in the software and continues until ended under Part C (Exit).
2. The first 120 days are the assurance period (Annexure 1).

2. Independence

1. The Pharmacy keeps its own licence, name, premises, staff, bills and GST registration. Every sale, counter or online, is the Pharmacy's sale on the Pharmacy's bill.
2. The registered pharmacist on the Pharmacy's licence is responsible for dispensing, checking prescriptions and patient counselling. tablett' does not dispense and does not direct clinical decisions.
3. Nothing in this agreement is a franchise, partnership, employment or agency. There is no joining fee and no franchise fee.

3. What tablett' provides

1. The tablett' software (counter, stock, purchases, GST, online orders, reports) free of charge, hosted by tablett'.
2. Supply of medicines and products at the network price shown to the Pharmacy ("shop price"), against the Pharmacy's purchase orders or tablett's dispatches.
3. The price book: the customer price of each medicine, the same at every member pharmacy.
4. Online orders routed from app.tablett.co.in and WhatsApp to the nearest member pharmacy that has the stock, and delivery by tablett' riders.
5. Recall and quality alerts, expiry-claim handling with stockists (credits passed to the Pharmacy in full), training and support.

4. Prices

1. The Pharmacy sells at the customer price set in the price book (up to 20% below MRP) and does not charge above it or give extra discounts below it.
2. The software applies the price automatically; the Pharmacy does not change prices by any other means.
3. tablett' may change the price book at any time; a change applies from the next bill. The software will not set a price that leaves the Pharmacy less than 10% margin on MRP.
4. The shop price, customer price and the Pharmacy's own margin are confidential between the parties.

5. Purchasing

1. Network items only. The Pharmacy stocks and sells only products supplied through the tablett' network — medicines, cosmetics, FMCG and general items alike — and never buys from or keeps stock from any other supplier. There are no exceptions. The only stock not supplied by tablett' is the old stock listed in Annexure 1, which the Pharmacy may sell until it runs out, and the joining-day items in item 5.
2. If the Pharmacy needs an item tablett' does not stock, it requests it in the software; tablett' buys it and invoices it to the Pharmacy like any other dispatch, on the same credit terms.
3. Dispatches from tablett' are checked and approved by the Pharmacy on receipt; shortages or damage are reported within 24 hours of receipt.
4. Title and risk in dispatched goods pass to the Pharmacy on approval of the dispatch.
5. Items in the shop on the joining day that tablett' does not carry (for example fancy or general items) are not covered by the assurance. The Pharmacy may sell them for 120 days from joining; after that they must be removed from the shop and can no longer be billed.

6. Trade credit and payment

1. tablett' gives the Pharmacy trade credit up to Rs 1,00,000 (or another limit agreed in writing) on dispatches.
2. Each dispatch is payable within 30 days of the invoice date, by UPI or bank transfer to tablett's account.
3. A separate internal float of Rs 5,000 covers transfers and adjustments between member pharmacies (when transfers are enabled).
4. Overdue amounts carry interest at [late-payment interest, e.g. 1.5% per month]. If any amount is more than 15 days overdue, tablett' may pause new dispatches and online orders to the Pharmacy until it is cleared.
5. Amounts tablett' owes the Pharmacy (assurance settlement, margin top-ups, expiry credits, online-order payments collected by tablett') are set off in the monthly statement; any balance in the Pharmacy's favour is paid within 15 days of the statement.

7. Online orders

1. The Pharmacy accepts or declines an online order within [30] minutes during its opening hours and packs accepted orders within [60] minutes.
2. Prescription medicines are sent only after the pharmacist has checked a valid prescription. Schedule X medicines are never sent through online orders.
3. The delivery fee belongs to tablett' and never appears on the Pharmacy's bill. Cash collected by riders is handed to tablett' and credited to the Pharmacy in the monthly statement.
4. The Pharmacy does not contact online customers to move them off the tablett' app for the same order.

8. Compliance

1. The Pharmacy keeps its drug licence, pharmacist registration, trade licence and (if it sells food products) FSSAI licence valid, and records their numbers and expiry dates in the software.
2. A registered pharmacist is present whenever the Pharmacy is open for sale.
3. The Pharmacy keeps the Schedule H1 register (the software records it at billing) and sells Schedule X medicines only if it holds the licence for them.
4. When the software shows a recalled or not-of-standard-quality batch, the Pharmacy stops selling it at once and takes it off the shelf within 24 hours.
5. Cold-chain products are stored between 2 and 8 degrees C.

9. The software and records

1. Every sale is billed in the software as it happens. The Pharmacy does not issue bills outside the software for stock received from tablett'.
2. Bill numbers come from the server in sequence. The Pharmacy does not share its logins or PINs. If the internet or the tablett' server is down, the Pharmacy writes numbered manual bills and enters each one in the software, marked "outage", within 24 hours of the connection coming back.
3. The Pharmacy's sales and stock data belong to the Pharmacy. tablett' uses them to run the network (replenishment, pricing, recalls, reports) and does not sell them.

10. Data protection

1. For customers the Pharmacy serves at its own counter, the Pharmacy is the data fiduciary and tablett' processes that data on its behalf under the Digital Personal Data Protection Act, 2023.
2. For customers who use the tablett' app or WhatsApp ordering, tablett' is the data fiduciary and shares with the Pharmacy only what is needed to fill the order.
3. Each side keeps personal data confidential, uses it only for the purpose it was collected, and reports a breach to the other within 24 hours of finding it.

11. Brand, signage and fixtures

1. The Pharmacy may use the tablett' name and logo while a member, as tablett' specifies.
2. Signage and fixtures belong to tablett'. Any signboard, branding material, and any fixtures tablett' decides a shop needs (for example extra racks when the existing ones are not enough) are bought and installed by tablett' at its own cost. They remain tablett's property, are listed in the software against the shop, and the Pharmacy keeps them in good condition (normal wear excepted).
3. When the membership ends, for any reason, tablett' removes and takes back its signage and fixtures within 15 days; the Pharmacy gives access for this. Damage beyond normal wear is charged at the listed value less depreciation.
4. Each party keeps its own trademarks.

12. Liability

1. The Pharmacy is responsible for its own dispensing, storage and compliance. tablett' is responsible for the software, its supply and its riders.
2. Neither party is liable for indirect loss or lost profit. Each party's total liability under this agreement is limited to [the amounts paid under it in the previous six months], except for fraud, wilful default or breach of data protection.
3. Each party indemnifies the other against claims caused by its own breach of law.

13. Changes and notices

1. tablett' may update these terms with 30 days' notice in the software. The Pharmacy may exit under Part C if it does not accept a change.
2. Notices are sent in the software and to the registered WhatsApp number and email of each party.

14. Disputes

1. The parties first try to settle a dispute by talking within 15 days.
2. Unresolved disputes go to a sole arbitrator in Tirupati under the Arbitration and Conciliation Act, 1996. Courts at Tirupati have jurisdiction. Indian law applies.

15. Protected area

1. tablett' will not admit a new member pharmacy within 1 km (straight-line distance) of the Pharmacy, unless the Pharmacy agrees in writing.
2. The protection lasts while the Pharmacy is a member in good standing (not paused under Part B step 2 or later).

Annexure 1: Old-stock assurance

The stock the Pharmacy holds on joining stays the Pharmacy's; tablett' promises to settle what is left unsold after 120 days, on a graded scale, not at full value.

1. Count. On joining, every batch in the shop is counted or imported into the software with product, batch, expiry, quantity and the Pharmacy's purchase cost. The owner signs the list on screen. Nothing can be added after signing.
2. Agreed value. The total at purchase cost is the agreed value. It is the most tablett' can ever owe under this annexure.
3. Selling it. Listed stock is sold on the Pharmacy's own bill at the network customer price. When a listed batch sells at a margin below 12%, tablett' tops the Pharmacy's margin up to 12% on that sale, credited in the monthly statement.
4. Settlement on day 120. Whatever listed stock is still in the shop is valued as below and paid within 30 days, in tranches if agreed:

5. What does not change. The stock is never bought by tablett', never moves, and never changes owner. Settlement is a payment against the promise, not a purchase. The one exception is when tablett' cancels the membership: then tablett' pays and takes the listed stock back (section 7).
6. Verification. tablett' may count the listed stock before settlement. Stock that is missing from the shelf but not sold through the software is not settled.
7. Exit before day 120. If the Pharmacy chooses to leave, the assurance ends with no settlement and the listed stock stays with the Pharmacy. If tablett' cancels the membership, tablett' pays for the remaining listed stock at the grades above and takes that stock back (Part C).

Part B: Rules of conduct

Ten rules every member pharmacy and its staff follow; breaking one leads to the steps in the table below.

1. Sell every item at the tablett' price shown by the software. No extra discount, no markup, no "special rate" for friends.
2. Bill every sale in the software as it happens. No hand bills, no "bill later". Keep only stock that came through the tablett' network (plus your listed old stock); nothing from outside suppliers, ever.
3. Give the customer the bill, printed or on WhatsApp, for every sale.
4. A registered pharmacist checks every prescription medicine sale. Prescription medicines are never sold without a prescription; Schedule H1 details are entered at billing.
5. Never sell a batch the software blocks (recall, not of standard quality, expired). Take it off the shelf within 24 hours.
6. Never substitute a medicine without the customer's consent; a generic switch is offered, never forced.
7. Keep cold-chain medicines in the fridge and hand them over in the ice box for delivery.
8. Keep logins and PINs personal. Close your cash drawer at the end of every shift.
9. Treat customers, riders and other members with respect. No poaching another member's staff or online customers.
10. Keep customer information private. Never share a customer's medicines, phone number or prescription with anyone who does not need it for the order.

Part C: Exit

Either side can end the membership at any time, including inside the first 120 days. Who ends it decides who settles: a Pharmacy that leaves pays in cash and keeps the stock; when tablett' cancels, tablett' pays and takes the stock back.

1. Two ways out

1. The Pharmacy leaves. It may leave immediately, on any day, once it has paid in cash (UPI or bank transfer) everything it owes tablett': all unpaid dispatches, including those not yet due, and the network stock it keeps. The stock stays with the Pharmacy. Any old-stock assurance ends with no settlement. With 30 days' notice instead, it pays on the exit date.
2. tablett' cancels. tablett' may end the membership at any time with 7 days' notice. tablett' then pays the Pharmacy for the stock and takes it back: network stock at the shop price it was invoiced at, and old stock listed in Annexure 1 at the Annexure grades. The payment is set off against what the Pharmacy owes; tablett' pays any balance within 15 days and collects the stock.
3. During the notice period the Pharmacy keeps selling normally; online orders stop 3 days before the exit date.

2. Termination for cause

tablett' may end the membership at once, with written reasons, if the Pharmacy's drug licence is suspended or cancelled, or for any step-4 breach in Part B (including keeping stock from outside the network). The stock then stays with the Pharmacy, which pays all dues at once; there is no buy-back and no assurance settlement. The Pharmacy may end it at once if tablett' fails to pay amounts due for more than 30 days after notice.

3. The final statement (within 30 days of the exit date)

4. Data, customers and brand

1. Within 7 days of exit tablett' gives the Pharmacy a full export of its own sales, stock, purchase and H1 records (CSV and PDF).
2. tablett' keeps its copy only as long as the law requires (GST and drug-rule record periods) and then deletes it.
3. Walk-in customers of the Pharmacy stay the Pharmacy's. Customers who ordered through the tablett' app remain tablett' app users; their future orders go to other member pharmacies.
4. tablett' takes back its signage, fixtures (such as racks it supplied) and printed material within 15 days, as listed in the software. The Pharmacy stops describing itself as a tablett' pharmacy from the exit date.
5. Logins end on the exit date; the owner keeps read-only access for 30 days to download records.